To the Members,

The directors have pleasure in presenting the Thirty First Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2018.

1. FINANCIAL STATEMENTS & RESULTS

a. FINANCIAL SUMMARY :

Financial summary and performance highlights of your Company, for the financial year ended 31st March, 2018 are as follows

(Rs. in Lakhs)

b. OPERATIONS:

During the year under review, the Company has recorded the higher total income of Rs. 4828.44 Lakhs as compared to Rs. 3625.89 Lakhs for the previous year and increased Net Profits after tax of Rs. 270.21 Lakhs for the year as compared to the profits of Rs. 180.78 Lakhs in the previous year.

c. FUTURE PROSPECTS:

Looking at the stand of Chinese Government against the Polluting industries in China for J. Acid and Tobias Acid, the Directors have initially given to understand that in future by March or April 2019, the Company will start producing J. Acid at their Boisar Plant since the main Raw material Tobias Acid is made in-house. So, once the Company achieve the production of J. Acid (only manufacturer in India), it will complete the whole ring of manufacturing of Tobias acid to J. Acid and its derivatives like N. Methyl J. Acid, Phenyl J. Acid & Di. J. Acid.

By doing so, the Company would be in a better position in local market as well as International market by supplying its products in a competitive price and would not face any threat from China.

d. DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 0.50 per Equity Share of Rs. 5/- each (i.e. 10%) for the year ended March 31, 2018 (previous year Rs. 0.50 per Equity Share). The dividend, if approved by the shareholders, will be paid out of the profits of the Company for the year to all those equity shareholders whose name appears on the Register of Members of the Company as on the record date.

e. CHANGE IN SHARE CAPITAL:

The Paid-up Share Capital of the Company as on 31st March, 2018 was Rs. 4,56,44,350/- comprising of 91,28,870 Shares of Rs. 5/- each. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity during the period under review.

f. DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

g. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report as required under the Listing Regulations, which form an integral part of this Report, is set out as separate “Annexure D”.

h. FINANCE:

Cash and cash equivalents as at March 31, 2018 was Rs. 3,06,78,524/-. The company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters which were kept under strict check through continuous monitoring.

i. SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

j. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of the business. The disclosure of material Related Party Transaction in FORM AOC-2 is given in “Annexure A” to this report.

k. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by company are given in the notes to the financial statements.

2. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Smt. Asha Sudhir Mody resigned from the office of Board of director w.e.f. 27th November, 2017. The Board of directors takes on record the invaluable contributions made by Smt. Asha Sudhir Mody, as a Director of the company.

Smt. Meena Sumish Mody was appointed as an Additional Director of the company w.e.f. 27th November, 2017 to hold office up to the date of ensuing Annual General Meeting.

As per the provisions of Companies Act, 2013, Shri. Miten Sudhir Mody, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment.

On recommendation of the Nomination & Remuneration Committee in its meeting held on 24th July, 2018 and approval of the Board of Directors in its meeting held on 24th July, 2018, the board has revised the remuneration payable to Shri. Sumish S. Mody as Managing Director and Shri. Miten S. Mody as Wholetime Director from 1st April, 2018.

The necessary resolutions for the appointment/revision in remuneration are also being placed before the members for their consideration at the forthcoming Annual General Meeting.

- DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and SEBI Listing Regulations and the relevant rules. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and Rules made there under and are independent of the Management.

- BOARD EFFECTIVENESS :

i. Familiarization Programme For Independent Directors

Pursuant to requirements of the Listing Regulations, the Company has a familiarization programme for Independent Directors with regard to their role, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. The Board Members are provided with all necessary documents/ reports and internal policies to enable them to familiarize with the Company’s procedures and practices. Periodic presentations are made at the Board and Board constituted Committee Meetings pertaining to business and performance updates of the Company, global business environment, business strategies and risks involved. Directors attend training programmes/conferences on relevant subject matters and keep themselves abreast of the latest corporate, regulatory and industry developments.

The same has been posted on website of the Company viz; www.vividglobalinds.com

ii. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, 2015, the evaluation of the performance of the Board as well as of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee has been carried out. The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a. BOARD MEETINGS:

During the year 6 (Six) Board Meetings and 4 (four) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

b. DIRECTOR’S RESPONSIBILITY STATEMENT:

In terms of Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

c. NOMINATION AND REMUNERATION COMMITTEE:

The details pertaining to the composition of the Nomination and Remuneration Committee are included in the Report on Corporate Governance, which forms part of this Report.

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

The Committee at its meeting held on 24th July, 2018, recommended revision in remuneration payable to Shri. Sumish S. Mody as Managing Director of the Company and Shri. Miten S. Mody as Wholetime Director of the Company and the necessary resolutions for the said revision in remuneration are also being placed before the members for their consideration at the forthcoming Annual General Meeting.

d. AUDIT COMMITTEE:

The details pertaining to the composition of the Audit Committee are included in the Report on Corporate Governance, which forms part of this Report.

During the year under review, there was no instance wherein the Board had not accepted any recommendation of the Audit Committee.

e. VIGILMECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

f. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman of the Company. The Internal Auditor appointed by the Company viz. Smt. Amisha M. Mody, monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. The Board addresses significant issues raised by both the Internal Auditors and Statutory Auditors.

g. BUSINESS RISK MANAGEMENT :

Integrated enterprise risk management framework is in existence under which the common prevailing risks in the Company are identified, the risks so identified are reviewed on periodic basis by the Audit Committee and the management’s actions to mitigate the risk exposure in a timely manner are assessed.

A risk management policy under the above said enterprise risk management framework as approved by the Board has been adopted by the Company and being reviewed on yearly basis.

At present the company has not identified any element of risk which may threaten the existence of the company.

h. REMUNERATION DETAILS PURSUANT TO COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AND OTHER APPLICABLE PROVISIONS :

- Information pursuant to Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:-

i. The percentage of increase in remuneration of each Director, Chief Financial Officer and Company during the financial year 2017-18, ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2017-18 and the comparison of remuneration of each KMP against the performance of the company are as under:

iii. The median remuneration of employees of the Company during the financial year was Rs. 1.84 Lakhs;

iv. In the financial year, there was no change in the median remuneration of employees;

v. There were 55 permanent employees on the rolls of Company as on 31st March, 2018;

vi. Relationship between average increase/ decrease in remuneration and company performance:

The Profit before Tax for the financial year ended 31st March, 2018 stood at Rs. 3,88,95,014.69 from the profit of Rs. 2,41,07,553.55 posted in the same period last year. There was no change in the median remuneration. The average increase in median remuneration was in line with the performance of the Company.

vii. Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company:

The total remuneration of Key Managerial Personnel was Rs. 25,41,200/- for the FY 2017-18 as compared to Rs. 17,10,720/- for the FY 2016-17. Whereas profit before tax stood at Rs. 3,88,95,014.69 in FY 2017-18 from profit of Rs. 2,41,07,553.55 posted in the same period last year.

viii. a) Variations in the market capitalization of the Company: The market capitalization as on 31st March, 2018 was Rs. 4244.92 Lakhs (Rs. 3581.23 Lakhs as on 31st March, 2017).

b) Earnings ratio of the Company was 15.71 as at 31st March, 2018 and was 19.81 as at 31st March, 2017.

ix. No increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2017-18.

x. The key parameters for the variable component of remuneration availed by the Directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Remuneration Policy of the Company.

xi. During the year ended 31st March, 2018, there was no employee, who is not a Director of the Company and received remuneration in excess of highest paid Director of the Company.

xii. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of the Company.

- Information pursuant to Rule 5(2) and (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:- There was no employee, who is paid in excess of the limit as specified in the rule.

4. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31 ST MARCH, 2018:

There are no qualifications, reservation or adverse remark or disclaimer made by statutory auditor in his report. The observations made by the Statutory Auditors in their report for the financial year ended 31st March, 2018 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH, 2018:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Pankaj & Associates, a firm of Company Secretaries in practice, to undertake the Secretarial Audit of the Company. The Secretarial Audit report of the Company for the financial year ended 31st March, 2018 in the prescribed Form MR-3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as “Annexure B”.

c. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/S. Saumil J. Kapadia & Co., Mumbai, , Chartered Accountants (Firm Reg. No. 135970W), the auditors of the Company who were appointed by the Shareholders at the 30th Annual General Meeting of the Company held on 27th September, 2017 for a period of 5 years i.e. upto conclusion of 35th Annual General Meeting of the Company subject to ratification by Shareholders at every Annual General Meeting as per the provisions of the Companies Act, 2013 [‘Act’] Pursuant to the Act, Members are requested to consider ratification of their appointment and authorize the Board of Directors including Audit Committee thereof to fix their remuneration for the FY 2018-19.

In this regard, the Company has received a Certificate from the Auditors to the effect that their appointment as Auditors continues to be in accordance with the provisions of the Act.

d. INTERNAL AUDIT:

Smt. Amisha M. Mody, Internal Auditor of the Company has carried out audit on various expense heads of the Company and site and inventory management. The findings of the Internal Auditors are discussed on an on-going basis in the meetings of the Audit Committee and corrective actions are taken as per the directions of the Audit Committee.

5. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March 2018 made under the provisions of Section 92(3) of the Act is attached as “Annexure C” which forms part of this Report.

b. CONSERVATION OF ENERGY:

i. Though the Company’s manufacturing operations do not involve substantial energy consumption, the Company has taken adequate steps to improve energy utilization wherever possible.

ii. Additional investments and proposals for reduction of consumption of energy- No additional investments made during the year.

iii. Impact of the above measures: Nil

iv. Total energy consumption and energy consumption per unit of production: “FORM - A” Not Applicable.

c. TECHNICAL ABSORPTION, ADAPTION AND INNOVATION:

i. The Company is having in-house R&D facilities for all its products and doing continuous research for its improvement.

ii. The Company is examining possibilities of new technology to improve the quality and yield of the products development by in-house technical personnel.

iii. Imported Technology: No technology was imported by the Company during the year under review.

d. INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

e. FOREIGN EXCHANGE EARNINGS AND OUTGO:

i. Activities relating to export, initiative taken to increase exports, development of new export markets for products and services. During the current year, the Company has exported its products to Far East Countries. Efforts are being made to develop new markets and the Company expects substantial increase in exports during the current year.

ii. Total Foreign Exchange.

- Outgo - Rs.18,26,40,754/-

- Earned - Rs.14,09,55,054/-

f. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of business of the Company.

g. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

There are no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

h. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year 31 March, 2018 to which the financial statements relates and the date of signing of this report.

i. CORPORATE GOVERNANCE:

The Corporate Governance, which form an integral part of this Report, are set out as separate Annexure

E, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Listing Regulations.

j. PREVENTION OF SEXUAL HARASSMENT ATWORK PLACE:

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act’) and Rules made there under, your Company has adopted a policy for prevention of sexual harassment at work place and has constituted an Internal Complaints Committee. During the year, the Company has not received any complaints on sexual harassment under the said Act.

k. REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under the second provision of Section 143(12) of the Act.

l. HUMAN RESOURCES (HR):

The Company’s HR policies and procedures are designed to recruit and retain the best talent to support the operations of your Company and to align the interests of all employees with the long term organizational goals.

6. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. Details relating to deposits covered under Chapter V of the Act.

b. Issue of equity shares with differential rights as to dividend, voting or otherwise.

c. Issue of sweat equity shares to employees of the Company under any scheme.

d. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

e. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

f. No revision of Financial Statements has been done during the year under review.

7. LISTING OF SHARES

Your Company’s shares are listed on the Bombay Stock Exchange Limited. Listing fees of BSE Limited has been paid within the stipulated time period.

8. ACKNOWLEDGEMENTS AND APPRECIATION:

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees. Your Director take this opportunity to express their grateful appreciation for the encouragement, co-operation and support received by the Company from the local authorities, bankers, customers, suppliers and business associates. The Directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

REGISTERED OFFICE For and on behalf of the Board

D-21/1 M.I.D.C., Tarapur,

Via Boisar, Dist. Palghar , Sd/- Sd/-

Maharashtra – 401506 MITEN SUDHIR MODY SUMISH S. MODY

WHOLETIME DIRECTOR MANAGING DIRECTOR

Dated: 24.07.2018 DIN: 02422219 DIN: 00318652